Ownership Structure Part I of Schedule 7.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Person is the Parent, the Borrower or a Subsidiary Guarantor. As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of “Permitted Liens” or, solely with respect to any Subsidiary that is an obligor in respect of any Nonrecourse Indebtedness, a Lien in favor of the holder of such Nonrecourse Indebtedness to secure the obligations thereunder), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (C) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other Equity Interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent.
Group Structure 17.1 The Company does not have any Subsidiary nor has it at any time a member of or the beneficial owner of any shares, securities or other interest in any company or other person.
EMPLOYEE EVALUATIONS 6.1 Administrators will meet with new employees to discuss their job description within one (1) month of hire. The Administrator and new employee will sign off on the job description and it will be forwarded to the Human Resources Department for inclusion in the employee‘s personnel file. The Human Resources Department will compile and distribute a list showing each employee‘s evaluator prior to November 1st of each year. Bargaining unit job descriptions will be made available via the District‘s web site. 6.2 Evaluations will transpire as follows for employees that are receiving satisfactory ratings: a. New hires—regular part-time (school year employees) will be evaluated at three (3) and six (6) working months. b. New hires—full time (12 month employees) will be evaluated at three (3), six (6) and twelve (12) months. c. After the initial year of employment, each employee shall be evaluated at least once annually by March 31st. 6.3 Criteria for evaluating bargaining unit members will be based on the performance categories outlined on the evaluation form as related to the job description of their specific position assignment. 6.4 Evaluation reports shall include feedback regarding strengths and weaknesses (if any) demonstrated by the employee. Prior to an employee receiving a rating less than “Meets Expectations,” the employee shall be advised of the performance concern and provided with a clear statement of any deficiency and a statement defining acceptable performance. This shall occur within a reasonable time prior to the final evaluation to allow the employee a chance to demonstrate improvement. 6.5 In the event an employee is evaluated overall as “Does Not Meet Expectations,” the district, in consultation with the employee and the Association, will provide the employee a written plan of improvement (See Employee Plan of Improvement form in Appendix). The plan shall clearly define all areas of deficiency, provide clear and attainable performance goals, and outline supports (if any) to be given, including any necessary training at the District’s expense. The employee will be given a reasonable amount of time, not to exceed sixty (60) working days, to meet job performance expectations. During the improvement period, feedback will be provided through a minimum of three scheduled meetings. Following the completion of the plan, the supervisor shall notify the employee in writing of the outcome. Failure to demonstrate satisfactory improvement may constitute grounds for termination. 6.6 The bargaining unit member shall be given a copy of their evaluation, and any data collection sheets (with the submitters name excluded) used in the evaluation. 6.7 Under the law there is no right to Association Representation at evaluation conferences. 6.8 Any information shared with the evaluating administrator for the evaluation process shall be recorded on Data Collection Sheet(s), with the exception of those unit members that have supervising teachers. Supervising teachers will work directly with the evaluating administrator to share performance information for inclusion in the unit member‘s evaluation. 6.9 Employees shall have the right to respond to evaluations in writing. Such written response shall be attached to the evaluation if received within 5 days. 6.10 No bargaining unit member shall be required to sign a blank or incomplete evaluation form.
Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, members, partners, stockholders, customers or suppliers of any Partnership Entity, on the other hand, that is required to be disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (or any documents incorporated by reference therein) that is not so described.
Terminability of Welfare Plans No Employee Benefit Plan, which is an employee welfare benefit plan within the meaning of ss.3(1) or ss.3(2)(B) of ERISA, provides benefit coverage subsequent to termination of employment, except as required by Title I, Part 6 of ERISA or the applicable state insurance laws. The Borrower may terminate each such Plan at any time (or at any time subsequent to the expiration of any applicable bargaining agreement) in the discretion of the Borrower without liability to any Person other than for claims arising prior to termination.
Material Change in Business Seller shall not make any material change in the nature of its business as carried on at the date hereof.
Material Changes; Undisclosed Events, Liabilities or Developments Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.
EMPLOYEE EVALUATION A. Formal evaluation of employees shall be in writing and shall be for the purpose of establishing a record of the employee’s work performance. The evaluation may include but is not limited to: establishing performance standards and outcome measures, recognition of an employee’s efforts, as well as planning for improvement. Issues of attendance and punctuality may be addressed if they have previously been discussed with the employee. The employee’s job description shall be a basis for the evaluation. B. The evaluator shall review the written evaluation with the employee and provide the employee with a copy. The employee shall sign the evaluation acknowledging receipt. If the employee has objections to the evaluation, s/he, may within twenty (20) working days following receipt of the evaluation put such objections in writing and have them attached to the evaluation report and placed in his/her personnel file. C. The frequency of evaluations shall be determined by the District and generally occur every other year by April 1st for bargaining unit employees. If the District chooses to do so, it may conduct formal evaluations on an annual basis. An employee may request to receive one (1) annual evaluation. Such request shall be in writing to the employee’s supervisor with a copy to the Human Resources Department. D. The Human Resources Department will consult with the Federation in developing an outline of best practices to be used in conducting employee evaluations. E. When the District determines that an employee’s work performance is unsatisfactory, it shall inform the employee in writing of any deficiency and the improvement expected and provide the employee with the opportunity to correct the unsatisfactory performance within a reasonable time period established by the District. F. The judgment of an employee’s work performance by an evaluating supervisor shall not be the subject of a grievance. A grievance concerning an evaluation shall be limited to an allegation that the evaluation was done in bad faith or clearly untrue. The burden of proof shall rest with the grievant. Such grievance shall be filed at the next administrative level above that of the evaluator and that administrator shall provide a written decision within ten (10) working days of any hearing. If the grievance is not resolved, it may be appealed by submitting a written statement to the Human Resources Department within ten (10) working days following receipt of the administrative written decision. The written statement must clearly set forth why the previous decision is in error regarding the allegation of bad faith or being clearly untrue. The Director of Labor Relations, or designee, may review the record of the grievance and/or conduct a hearing and shall issue a written decision within ten (10) working days following such review or hearing. Such decision shall be final. G. Effective July 1, 2013, Sign Language Interpreters will be evaluated using the Educational Interpreter Performance Assessment (EIPA) pursuant to OAR 581-015-2035 and/or the District’s evaluation form.
Complete Work without Extra Cost Except to the extent otherwise specifically stated in this contract, the Contractor shall obtain and provide, without additional cost to the City, all labor, materials, equipment, transportation, facilities, services, permits, and licenses necessary to perform the Work.
True and Complete Disclosure All factual information (taken as a whole) furnished by or on behalf of the Borrower in writing to the Administrative Agent or any Lender (including, without limitation, all information contained in the Credit Documents) for purposes of or in connection with this Agreement, the other Credit Documents or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of the Borrower in writing to the Administrative Agent or any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.